Akamai Technologies (AKAM) 10-K risk factor changes: FY2022 vs FY2021
The 2022-12-31 10-K against the 2021-12-31 one, compared heading by heading and sentence by sentence.
Item 1A98 rewritten79 added17 removed278 unchanged
All filing items1,007 rewritten541 added331 removed1,761 unchanged
Summary
counted, not written
- Item 1A lists 33 risk factor headings: 2 new, 4 reworded and 27 unchanged since FY2021. 1 heading from FY2021 no longer appears.
- Sentence by sentence, 541 added, 331 removed, 1,007 rewritten and 1,761 unchanged across 16 items that differ.
New Item 1A headings (2)
- Global economic and geopolitical conditions may harm our industry, business and results of operations.
- We have identified a material weakness in our internal control over financial reporting, and our management has concluded that our disclosure controls and procedures are not effective. While we are working to remediate the identified material weakness, we cannot assure you that additional material weaknesses or significant deficiencies will not occur in the future. If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, our stockholders could lose confidence in our financial reporting, which could harm our business and the trading price of our common stock.
Removed Item 1A headings (1)
- If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, our stockholders could lose confidence in our financial reporting, which could harm our business and the trading price of our common stock.
Reworded Item 1A headings (4)
- If we do not develop or acquire new solutions that are attractive to
[removed: enterprises,]our [added: customers, our] revenue and operating results could be adversely affected. - Our business strategy depends on the ability to source adequate transmission
[removed: capacity][added: capacity, co-location facilities] and the equipment we need to operate our network; failure to have access to those resources could lead to loss of revenue and service disruptions. - We rely on certain “open-source” software, [added: which may contain security flaws or other deficiencies, and] the use of which could result in our having to distribute our proprietary software, including
[removed: our]source code, to third parties on unfavorable terms, [added: either of] which could materially affect our business. - Any failure to meet our debt obligations [added: or obtain financing] would damage our business.
A heading is new when no FY2021 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2022; struck-through words were in FY2021. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
98 rewritten, 79 added, 17 removed, 278 unchanged
The revenue growth [removed: rate] we have enjoyed in recent years may not continue in future periods and could decline, which could negatively impact our profitability and stock price.
Our revenue depends on the amount of [removed: traffic] [added: services] we deliver, continued growth in demand for our [removed: performance] [added: delivery, compute] and security solutions and our ability to maintain the prices we charge for them.
We experienced a significant increase in revenue from our [removed: media] [added: delivery] solutions in 2020 due in large part to greater consumption of online media and games during the onset of the COVID-19 pandemic and associated stay-at-home orders across the globe.
In [removed: 2021,] [added: 2021 and 2022,] our revenue growth from [removed: media] [added: delivery] solutions declined as stay-at-home orders were lifted.
Numerous [removed: other] factors impact our [removed: revenue and] [added: revenue,] traffic [added: and sales] growth including:
- the popularity of our customers’ streaming offerings as compared to those offered by [removed: companies that do not use our solutions;][added: other companies;]
- [removed: media and other] customers utilizing their own data centers and implementing [removed: delivery approaches] [added: solutions] that limit or eliminate reliance on third-party providers like us;
- general [removed: macro-economic] [added: macroeconomic, regulatory] and geopolitical [removed: conditions] [added: conditions, including the war in Ukraine,] and industry pressures.
We have experienced significant growth in revenue from our security [added: and compute] solutions in recent years.
[removed: To maintain or accelerate growth in security revenue,] [added: If] we [removed: must] [added: do not] increase our industry recognition as a security [removed: solutions provider] and [added: compute solutions provider,] develop or acquire new solutions in a rapidly-changing environment where security threats are constantly [removed: evolving.][added: evolving or ensure that our solutions operate effectively and are competitive with products offered by others, our security or compute revenue, or both, may decline.]
We have experienced revenue declines in recent quarters [removed: from] [added: for portions of] our [removed: web performance] [added: business that include our delivery-based] solutions and expect this trend to continue because of [removed: increasing] [added: continued] pricing pressure due to competition and [removed: business conditions affecting many of our customers.][added: fluctuations in traffic growth rates.]
In addition, in [removed: 2021,] [added: 2021 and 2022,] some of our customers continued to experience disruptions to their businesses following the emergence of COVID-19 variants.
These disruptions or changes in international, national, regional and local economic [removed: conditions, such as inflation, increasing energy prices, recessionary economic cycles, protracted economic slowdowns or any deterioration in the economy] [added: conditions] could adversely affect our business.
- address potential commoditization of [added: certain of] our [removed: delivery-based] solutions, which can lead to lower prices and loss of customers to competitors;
- manage the impact of changes in general economic conditions, [added: geopolitical conditions, industry pressures,] public health issues, natural disasters and public unrest on our ability to sell, market and provide our solutions.
If we are unable to increase revenue through traffic [added: growth,] growth [added: of sales of our products and services] or otherwise and limit expenses, our results of operations will suffer.
If we are required to [removed: significantly] [added: further] reduce expenses to maintain or improve profitability, such actions may negatively affect our ability to invest in our business for innovation, systems improvements and other initiatives.
If we do not develop or acquire new solutions that are attractive to [removed: enterprises,] our [added: customers, our] revenue and operating results could be adversely affected.
In particular, as security [added: and compute] solutions have become, and are expected to continue to be, an increasingly important part of our business, we must be particularly adept at developing new security [added: and compute] services that [added: meet the constantly-changing threat landscape.]
The [removed: process of developing new solutions] [added: development timetable to commercial release] is [removed: complex, lengthy] [added: uncertain] and [removed: uncertain;] we must commit significant resources to developing new services or features without knowing whether our investments will result in solutions the market will accept, and we may choose to invest in business areas [removed: for which a viable market for our products does not ultimately develop.]
[removed: We] [added: In addition, we] have also experienced, and may in the future experience, delays in developing and releasing new products and product enhancements.
- leverage better name recognition, particularly in the security [removed: market;][added: and compute markets;]
- bundle their products that are competitive with ours with other solutions they offer in a way that makes our offerings less appealing [removed: to] [added: to, or more costly for,] current and potential customers;
- spend more money on the promotion, marketing and sales of their products and services; [removed: and]
- spend more money on research and development, including offering higher salaries to talented professionals which may impact our ability to hire or retain engineering and other [removed: personnel.][added: personnel; and]
Ultimately, any type of increased competition could result in price and revenue reductions, loss of customers and loss of market [removed: share,] [added: share or inability to penetrate new markets,] each of which could materially impact our business, profitability, financial condition, results of operations and cash flows.
These shifts have led or could lead to our customers or partners becoming our competitors; network suppliers no longer seeking to work with us; and [removed: large] technology companies that previously did not [added: appear to show interest in the markets we seek to address entering into those markets as our competitors.]
Any of these [added: or other] developments could harm our business.
We have also periodically experienced customer dissatisfaction with the quality of some of our [removed: media delivery] [added: delivery, security, compute] and other services, which has led to a loss of business and could lead to a loss of customers in the future.
While we have robust quality control processes in place, there may be additional errors and defects in our [added: hardware,] software and open-source [removed: software] [added: components] that we leverage that may adversely affect our operations.
We may not have in place adequate quality assurance procedures to ensure that we detect errors in our [added: hardware,] software and open-source [removed: software] [added: components] we use in a timely manner, and we may have insufficient resources to efficiently address multiple service incidents happening simultaneously or in rapid succession.
As our solutions are adopted by an increasing number of enterprises and governments, it is possible that the [removed: individuals and organizations] [added: adversaries] behind advanced [removed: malware attacks] [added: malicious actions] will specifically focus on finding ways to defeat our products and services.
In addition, we could face strains on, or failures of, our internal IT systems if governmental restrictions or vaccine or other mandates due to the [removed: ongoing COVID-19 pandemic limit the ability] [added: emergence] of [removed: our command center personnel to work] [added: variants] in [removed: our physical locations.][added: connection]
We regularly face attempts to gain unauthorized access or deliver malicious software to the Akamai [removed: Intelligent Edge Platform] [added: Connected Cloud] and our internal IT systems, with the goal of stealing proprietary information related to our business, products, employees and customers; disrupting our systems and services or those of our customers or others; or demanding ransom to return control of such systems and services.
[removed: We] [added: While we have taken and continue to take actions to mitigate against attacks by state actors and others, we] may not be able to anticipate the techniques used in such attacks, as they change frequently and may not be recognized until launched.
[added: To date, cyber threats and] other attacks have not resulted in any material adverse impact to our business or operations, but such threats are constantly evolving, increasing the difficulty of detecting and successfully defending against them.
[removed: These] [added: While the impact to date of Log4Shell on our systems was relatively modest, these] vulnerabilities, resident in either software or configurations, may require significant operational efforts to mitigate and may persist for extended periods of time and the effects of any such vulnerability could be exacerbated.
See also the risk factor captioned [removed: *We] [added: "*We] utilize third-party technology in our business, and failures or vulnerabilities, and/or litigation, related to these technologies may adversely affect our [removed: business*] [added: business*"] below.
We may need to increase our [added: related] spending in the [removed: future; these costs] [added: future, which] could reduce our operating margin.
Our products interoperate with our customers' IT [removed: infrastructure,] [added: infrastructure] that often has different specifications, utilizes diverse technology, and requires compatibility with multiple communication protocols.
In particular, varying levels of the amount of traffic on our network can have a significant impact on our short-term revenue growth rate.
- our ability to build on recurring revenue commitments for our security, compute and delivery offerings;
- our ability to develop new products;
- factors that impact the pricing and unit pricing we can obtain for our offerings;
For example, approximately 1% of our 2021 revenue had been generated from traffic into Russia, Belarus and Ukraine, and we experienced a decline in revenue in 2022 related to the war in Ukraine due to a decrease in traffic in these countries.
- continue to expand our sales internationally;
- maintain pricing and make decisions on pricing strategy;
- successfully manage the sales cycle, including improving the ability of or pace at which our customers or prospects purchase new services and solutions;
Global economic and geopolitical conditions may harm our industry, business and results of operations.
We operate globally and as a result, our business, revenues and profitability are impacted by global macroeconomic conditions.
The success of our activities is affected by general economic and market conditions, including, among others, inflation, interest rates, tax rates, economic uncertainty, political instability, warfare, changes in laws, trade barriers, reduced consumer confidence and spending and economic and trade sanctions.
The U.S. capital markets experienced and continue to experience extreme volatility and disruption following the global outbreak of COVID-19 in 2020 and the Russian invasion of Ukraine in 2022.
Furthermore, inflation rates in the U.S. have recently increased to levels not seen in decades.
Such economic volatility could adversely affect our business, financial condition, results of operations and cash flows, and future market disruptions could negatively impact us.
These unfavorable economic conditions could increase our operating costs, which could negatively impact our profitability.
Geopolitical destabilization and warfare have impacted and could continue to impact global currency exchange rates, resources from our suppliers, and ability to operate or grow our business.
For example, as a result of the recent uncertain macroeconomic environment, we have experienced elongated sales cycles with our customers and prospects and customers are delaying purchases of our solutions.
Additionally, we have offices and employees located in regions that historically have and may experience periods of political instability, warfare, changes in laws, trade barriers, and economic and trade sanctions.
Adverse conditions in these countries directly affect our operations.
As a result, our operations and employees could be disrupted and may not be able to function at full capacity, which could adversely affect our business, results of operations, financial condition, and cash flows.
In addition, we have seen our costs increase and our costs may continue to increase due to rising inflation, increasing cost of labor, interest rates, supply chain disruptions or other market conditions.
For example, we have experienced rising energy costs in areas in which we operate, particularly in Europe.
We may take certain steps to reduce expenses, but there are no assurances that we will be able to effectively reduce our expenses.
In addition, we must continue to develop compute and compute-to-edge solutions that meet the needs of professional users and enterprises looking to increase the utility of the internet for their business.
The process of developing new solutions and product enhancements is complex, lengthy and uncertain and has become increasingly complex due to the sophistication and the addressing of our customers’ needs.
for which a viable market for our products does not ultimately develop.
For example, with the recent acquisition of Linode, we are focused on investing in our suite of cloud computing products.
We have invested significant resources toward integrating Linode into our edge platform, including connecting Linode’s existing locations into our private backbone, working on expanding the capacity of these facilities and adding additional sites.
Success in these efforts is not guaranteed and will largely depend on our ability to create products that are competitive in the enterprise market, source additional co-location facilities and manage an uncertain supply chain for server related hardware.
- enter new markets more easily or better manage the impact of changes in general economic conditions, geopolitical conditions and industry pressures;
- enter into long-term contracts with our potential customers;
- increase their points of presence and proximity to enterprise data centers and end users faster than us;
- implement shorter sales cycles with customers and prospects.
An increasing portion of our revenue is also derived from the sales of compute solutions.
We are devoting significant resources to develop and deploy our own competing cloud-based and SaaS software and services strategies.
While we believe our expertise and infrastructure provides us with a strong foundation to compete, it is uncertain whether our strategies will attract the customers or generate the revenue required to be successful.
These costs may reduce the gross and operating margins we have previously achieved.
Failure to adequately and rapidly deploy additional points of presence, increased proximity to enterprise data centers and end users and develop competitive offerings could result in negative publicity, loss of business, diminishing customer appeal and other negative consequences which could harm our business.
with the ongoing COVID-19 pandemic or other emergencies limit the ability of our command center personnel to work in our physical locations.
Furthermore, nation state attacks against us or our customers may intensify during periods of heightened geopolitical tensions or armed conflict, such as the ongoing war in Ukraine.
We must also ensure that our solutions operate effectively and are competitive with products offered by others.
meet the constantly-changing threat landscape.
- enter new markets more easily;
appear to show interest in the markets we seek to address entering into those markets as our competitors.
For example, during the summer of 2021, we experienced service incidents that interrupted the availability of some of our customers' websites.
To date, cyber threats and
Our ability to detect vulnerabilities could be particularly limited during extraordinary events, such as the ongoing COVID-19 pandemic, where more staff are working remotely and dealing with unusual distractions.
outside of our Cambridge, Massachusetts headquarters; however, most key management decisions are made by a relatively small group of individuals based primarily at our headquarters.
Due to the ongoing COVID-19 pandemic, nearly all of our employees worldwide have been working remotely since the first quarter of 2020.
In the second quarter of 2018, we filed an appeal with the Massachusetts Appellate Tax Board, or MATB, contesting adverse audit findings relating to our eligibility to claim certain tax benefits and exemptions.
In July 2020, the MATB ruled in our favor; however the Massachusetts Department of Revenue has appealed the decision.
could require users of such software to make any derivative works of the software available to others on unfavorable terms or at no cost.
business.
These legal protections afford only limited protection, particularly in some regions outside the United States.
Furthermore, because litigation is
- general economic conditions and other macro-economic factors, such as inflationary pressures;
We have complied with Section 404 of the Sarbanes-Oxley Act of 2002 by assessing, strengthening and testing our system of internal controls.
An excerpt. Shown here: 40 of 98 rewritten, 40 of 79 added and all 17 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2022 filing and the FY2021 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
227 rewritten, 141 added, 96 removed, 321 unchanged
*This Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations, or MD&A,] [added: Operations ("MD&A"),] should be read in conjunction with our consolidated financial statements and notes thereto that appear elsewhere in this annual report on Form 10-K.
We provide solutions to power and protect [removed: digital experiences.][added: life online.]
The key factors that influence our financial success are our ability to build on recurring revenue commitments for our security and performance offerings, increase [removed: media] traffic on our network, [added: continue to develop, scale and successfully bring to market our cloud computing platform and compute-to-edge solutions that meet the needs of professional users and enterprises,] effectively manage the prices we charge for our solutions, develop new products and [removed: carefully] [added: appropriately] manage our capital spending and other expenses.
The purpose of this discussion and analysis section is to provide material information relevant to an assessment of our financial condition and results of operations from management’s perspective, including to describe and explain key trends, events and other factors that impacted our reported results and that are [removed: reasonably] likely to impact our future performance.
In addition to a base level of revenue, we are also dependent on [removed: media customers] [added: delivery customers, and some cloud computing customers,] where usage of our solutions is more variable.
As a result, our revenue is impacted by the amount of [removed: media and software download] traffic we serve on our [removed: network,] [added: network or] the [added: usage of cloud computing services, the] rate of adoption of gaming, social media and video platform offerings, the timing and variability of customer-specific one-time events and geopolitical, economic and other developments that impact our customers' businesses.
We plan to continue to invest in [removed: this area] [added: these areas] with a focus on further enhancing our product [removed: portfolio] [added: portfolios] and extending our go-to-market capabilities, particularly in certain markets and through our channel partners.
[added: -] During [removed: 2020,] [added: 2020 and early 2021,] we saw a dramatic increase in traffic growth on our network [removed: related] [added: due] to the shutdowns and restrictions [removed: from] [added: related to] the [removed: novel coronavirus, or COVID-19,] [added: COVID-19] pandemic.
- The prices paid by some of our customers have declined [added: in recent years] due to competition and contract [removed: renewals.][added: renewals, which negatively impacts our revenue growth rates.]
- Revenue from our international operations has [added: generally] been growing at a faster pace [added: in recent years] than from our U.S. operations, particularly [removed: in terms of traffic, new customer acquisition and] [added: from] cross-selling of incremental solutions.
Because we publicly report in U.S. dollars, [removed: if] [added: and due to] the [removed: dollar strengthens,] [added: strengthening U.S. dollar,] our reported revenue results [removed: will be] [added: have been] negatively [removed: impacted.][added: impacted during 2022.]
In addition, we experience quarterly variations in revenue attributable to, among other things, the nature and timing of software and gaming releases by our customers; whether there are large live sporting or other events or situations that impact the amount of media traffic on our network; [added: the timing of large customer contract renewals;] and the frequency and timing of purchases of custom solutions or licensed software.
Our level of profitability is also impacted by our expenses, including direct costs to support our revenue such as bandwidth and co-location [removed: costs.][added: costs, which includes energy to power our network.]
We expect to continue to scale our network in the [removed: future and] [added: future, which] will [removed: need] [added: allow us] to continue to effectively manage our co-location costs to maintain current levels of profitability.
These costs include maintenance and supporting services incurred as we continue to build-out our [added: compute infrastructure and maintain our] global [removed: network.][added: network, and costs of third-party cloud providers used for some of our operations.]
We have seen these costs increase in [removed: 2021 and 2020,] [added: recent years,] as a result of our network expansion and [removed: pricing pressure from vendors.][added: increased use of third-party cloud services.]
[removed: As we continue to invest in our network, we] [added: We] will need to effectively manage our network build-out and supporting [removed: costs.][added: costs to maintain current levels of profitability.]
[removed: *Acquisitions*][added: *Recent Acquisitions*]
The acquisition is intended to enhance our [removed: edge] computing services by [removed: creating] [added: enabling us to create] a unique cloud platform to build, run and secure applications from the cloud to the edge.
[removed: Linode has] [added: Guardicore had] approximately [removed: 250 employees,] [added: 270 employees when we completed the acquisition,] and the acquisition [removed: is expected to be accretive] [added: was dilutive] to our earnings per share in 2022.
In October 2021, we acquired Guardicore [removed: Ltd., or Guardicore,] for [removed: $610.4] [added: $610.7] million in cash.
Revenue from [removed: the Security Technology Group] [added: delivery and compute solutions] was previously [removed: reported] [added: presented] as [removed: revenue from Cloud Security Solutions, and revenue from the] Edge Technology Group [removed: was previously reported as revenue from content delivery network services and all other solutions.][added: revenue.]
In [removed: addition,] [added: May 2022,] we [removed: plan to roll out] [added: launched] our FlexBase [removed: program in May 2022,] [added: program,] which [removed: will allow] [added: allows] the more than [removed: 90%] [added: 95%] of our workforce designated as flexible to choose whether they want to work from an Akamai [removed: office or] [added: office,] their home [removed: office, even after we decide it is safe to open all of our offices in light] [added: office or a combination] of [removed: the COVID-19 pandemic.][added: both.]
While we have incurred and expect to continue to incur expenses associated with enabling remote work, reconfiguring work spaces [removed: to help ensure the safety] and [removed: well-being of employees accessing our locations and] re-thinking our facility footprint and the way we utilize office space, we do not currently believe those costs will materially impact our financial condition or results of operations.
| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |
| Cost of revenue (exclusive of amortization of acquired intangible assets shown below) | | | [removed: 36.7] [added: 38.3] | | | | | | [removed: 35.4] [added: 36.7] | | | | | | [removed: 34.1] [added: 35.4] | | |
| Research and development | | | [removed: 9.7] [added: 10.8] | | | | | | [removed: 8.4] [added: 9.7] | | | | | | [removed: 9.0] [added: 8.4] | | |
| Sales and marketing | | | [removed: 13.3] [added: 13.9] | | | | | | [removed: 16.0] [added: 13.3] | | | | | | [removed: 18.1] [added: 16.0] | | |
| General and administrative | | | [removed: 16.0] [added: 16.2] | | | | | | [removed: 17.1] [added: 16.0] | | | | | | [removed: 17.8] [added: 17.1] | | |
| Amortization of acquired intangible assets | | | [removed: 1.4] [added: 1.8] | | | | | | [removed: 1.3] [added: 1.4] | | | | | | 1.3 | | |
| Restructuring charge | | | [removed: 0.3] [added: 0.4] | | | | | | [removed: 1.2] [added: 0.3] | | | | | | [removed: 0.6] [added: 1.2] | | |
| Total costs and operating expenses | | | [removed: 77.4] [added: 81.4] | | | | | | [removed: 79.4] [added: 77.4] | | | | | | [removed: 80.9] [added: 79.4] | | |
| Income from operations | | | [removed: 22.6] [added: 18.6] | | | | | | [removed: 20.6] [added: 22.6] | | | | | | [removed: 19.1] [added: 20.6] | | |
| Interest [removed: income] [added: and marketable securities income, net] | | | [removed: 0.5] [added: 0.1] | | | | | | [removed: 0.9] [added: 0.5] | | | | | | [removed: 1.2] [added: 0.9] | | |
| Interest expense | | | [removed: (2.1)] [added: (0.3)] | | | | | | [removed: (2.2)] [added: (2.1)] | | | | | | [removed: (1.7)] [added: (2.2)] | | |
| Other [removed: income (expense),] [added: (expense) income,] net | | | [removed: 0.1] [added: (0.3)] | | | | | | [removed: (0.1)] [added: 0.1] | | | | | | [removed: —] [added: (0.1)] | | |
| Income before provision for income taxes | | | [removed: 21.1] [added: 18.1] | | | | | | [removed: 19.2] [added: 21.1] | | | | | | [removed: 18.6] [added: 19.2] | | |
| Provision for income taxes | | | [removed: (1.8)] [added: (3.5)] | | | | | | [removed: (1.4)] [added: (1.8)] | | | | | | [removed: (1.8)] [added: (1.4)] | | |
| Loss from equity method investment | | | [removed: (0.4)] [added: (0.2)] | | | | | | (0.4) | | | | | | [removed: —] [added: (0.4)] | | |
| Net income | | | [removed: 18.9] [added: 14.4] | | % | | | | [removed: 17.4] [added: 18.9] | | % | | | | [removed: 16.8] [added: 17.4] | | % |
- Increased sales of our security solutions, led by application security solutions and segmentation solutions from our Guardicore acquisition, and more recently, increased sales of our compute solutions primarily attributable to our acquisition of Linode in the first quarter of 2022, have made a significant contribution to revenue growth.
During 2022, security and compute revenue represented over half of our total revenue.
While traffic on our network continues to grow as compared to prior years, the rate of traffic growth has decelerated.
Our delivery revenue was negatively impacted by the deceleration, which we believe is partly due to the rollback of COVID-19 pandemic-related restrictions.
We expect traffic growth rates in 2023 to continue to be below historical levels as we and other companies manage through a time of economic headwinds and uncertainty.
We have been able to mitigate some of the negative impacts to our revenue growth rates by upselling incremental solutions to our existing customers.
We are taking steps to try to maintain alignment between customer traffic volumes and unit pricing.
As we build out our new compute locations to provide us with the ability to scale our platform, we expect to enter into longer term leases that include certain financial commitments in order to achieve more favorable unit economics.
The costs of the financial commitments are straight-lined over the life of the lease.
We continue to improve our internal-use software and remain disciplined in managing our hardware deployments, particularly for our delivery platform, which enables us to use servers more efficiently.
With these efficiencies we have been able to minimize the impact of rising energy costs, particularly in Europe.
We expect this trend to continue in the near-term as we invest in our network to support our compute solutions, including migrating from third-party cloud providers to our own cloud solutions.
However, we remain disciplined in allocating our resources to support our faster growing security and compute solutions, including maintaining operational efficiencies to mitigate the rising cost of talent.
We are prioritizing our hiring to our high growth areas.
In addition, we are re-tasking certain employees to develop, deploy and support go-to-market efforts for our compute solutions.
In recent years we have invested in our network as traffic levels have increased, which increased our capital expenditures and resulting depreciation expense.
We plan to continue to make investments in capital expenditures, however, the focus is to further invest in support of our faster growing compute solutions.
Due to the software and hardware initiatives we have undertaken to manage our global network more efficiently, we expect the useful lives of our network servers to be extended.
As a result of our expected investments in our network, particularly with respect to cloud computing, we expect depreciation to increase, which will be partially offset by the expected change in useful lives of our network servers.
- Growth in our international operations incrementally increases our exposure to foreign currency fluctuations.
In 2022, due to the strengthening U.S. dollar, our expenses that are denominated in foreign currencies have been positively impacted and partially offset the negative impact on revenue, resulting in a negative overall impact on our operating margins.
In March 2022, we acquired all of the outstanding equity interests of Linode for $898.5 million in cash.
Linode had approximately 250 employees when we completed the acquisition.
*Global Developments*
Since the start of 2022, several global macroeconomic and geopolitical developments have emerged.
These developments impacted our traffic growth rates, and as a result, our revenue growth rates.
We have experienced a decline in revenue in 2022 related to the war in Ukraine due to a decrease in traffic in Russia, Belarus and Ukraine.
Approximately 1% of our 2021 revenue was generated from traffic we served into these countries, and we experienced a decline in revenue in 2022 due to a decrease in traffic in these countries.
Additionally, we were negatively impacted by the strengthening of the U.S. dollar.
In addition, we, along with our customers, continue to manage through an uncertain period of inflation, growing recessionary concerns, supply chain challenges, uncertain energy supplies, heightened geopolitical tensions and rising interest rates.
As a result of the uncertain macroeconomic environment, we have experienced elongated sales cycles with our customers and prospects, and expect to continue to experience elongated sales cycles in 2023.
Our board of directors is continuing to oversee risks related to macroeconomic and geopolitical developments, including the ongoing war in Ukraine, and management is monitoring these developments, including the potential impact from the war or other geopolitical events on our business.
As a result of overall macroeconomic trends, growing concerns of a potential global recession and future projections of traffic consumption that suggest traffic growth will moderate as restrictions related to the COVID-19 pandemic are lifted, we anticipate our traffic will grow, but at a more moderate pace than we have experienced previously.
The extent of the ongoing impact of these macroeconomic events on our business and on global economic activity may continue to adversely affect our business, operations and financial results.
The Company reports its revenue in three solution categories: security, delivery and compute.
Prior to January 1, 2022, revenue by solution was reported by product group: Security Technology Group and Edge Technology Group.
Revenue from security solutions was previously presented as Security Technology Group revenue.
The periods presented prior to January 1, 2022 have been revised to reflect this new presentation.
| Delivery | | | 1,669,257 | | | | | | 1,873,243 | | | | | | (10.9) | | | | | | (7.8) | | | | | | 1,873,243 | | | | | | 1,929,810 | | | | | | (2.9) | | | | | | (3.7) | | |
| Compute | | | 405,456 | | | | | | 253,144 | | | | | | 60.2 | | | | | | 64.0 | | | | | | 253,144 | | | | | | 206,717 | | | | | | 22.4 | | | | | | 21.4 | | |
- Increased sales of our security solutions have made a significant contribution to revenue growth.
- We have experienced increases in the amount of traffic delivered for customers that use our solutions for video, gaming downloads and social media.
Primarily as a result of the rollback of many pandemic-related restrictions, we have seen the rate of traffic growth moderate during 2021.
We do not expect the events of 2020, and its impact to our revenue growth rates, to repeat in the foreseeable future.
During 2021 as compared to 2020, we experienced a decline in revenue from website and application delivery solutions due to the above factors, particularly in the U.S. commerce vertical.
While we have increased committed recurring revenue from our solutions by upselling incremental solutions to our existing customers and adding new customers to offset the negative trends, we expect revenue challenges from our website and application performance solutions to continue in 2022.
Conversely, a weaker dollar would benefit our reported results.
- Our profitability improved in 2021 and 2020 as compared to prior periods due to higher overall revenue as well as the effects of cost savings and efficiency initiatives we have undertaken.
We have also benefited from lower travel expenses because of pandemic-related shutdowns and restrictions.
We will need to continue to undertake efforts intended to improve the efficiency of operations to manage our expense growth and profitability.
Our total bandwidth costs may increase in the future as a result of expected higher traffic levels and serving more traffic from higher cost regions.
By improving our internal-use software and managing our hardware deployments to enable us to use servers more efficiently, we have been able to manage the growth of co-location costs.
However, we need to ensure we continue to focus on the right investments and maintain operational efficiencies to mitigate the cost of talent.
We plan to continue to hire employees in support of our strategic initiatives, including through our anticipated acquisition, but do not expect overall headcount to increase significantly in 2022.
During 2021, as compared to 2020, we saw higher depreciation expense due to accelerated deployment of equipment in 2020 to help meet the increased traffic demands arising during the ongoing COVID-19 pandemic.
We plan to continue to invest in our network in 2022 which will further increase our capital expenditures and resulting depreciation expense.
In February 2022, we announced our intention to acquire Linode Limited Liability Company, or Linode, for approximately $900.0 million, net of cash acquired and subject to post-closing adjustments.
The acquisition is expected to close in March 2022.
Guardicore has approximately 270 employees, and the acquisition is expected to be dilutive to our earnings per share at least through 2022.
*Reorganization*
We are currently organized and operate in one reportable and operating segment: providing cloud services for delivering, optimizing and securing content and business applications over the internet.
Effective on March 1, 2021, we reorganized into two groups, both of which utilize the Akamai Intelligent Edge Platform and our global sales organization: the Security Technology Group and the Edge Technology Group.
These groups are aligned with our product offerings.
The Security Technology Group includes solutions that are designed to keep infrastructure, websites, applications and users safe, while the Edge Technology Group includes solutions that enable business online, including media delivery, web performance and edge computing solutions.
We have a rigorous process for assessing whether any office can reopen (and remain open) based on local government regulations, local health trends and business needs.
For most locations, our facilities are expected to be closed to employees whose job responsibilities do not require in-office work.
We have begun to selectively and safely reopen offices in a limited capacity for employees who would prefer to work from one of our offices.
Safety protocols include, but are not limited to, mandatory training, personal protective equipment, reduced capacity, social distancing, an increased cleaning schedule and, in certain jurisdictions, vaccination requirements and/or testing protocols.
Except for employees whose job responsibilities require in-office work, none of our employees are required to fully return to the office, even those that are currently open.
| Edge Technology Group | | | 2,126,387 | | | | | | 2,136,527 | | | | | | (0.5) | | | | | | (1.2) | | | | | | 2,136,527 | | | | | | 2,044,884 | | | | | | 4.5 | | | | | | 4.4 | | |
The increase in our revenue in 2020 as compared to 2019 was primarily the result of higher media traffic volumes due in part to behavioral changes prompted by the COVID-19 pandemic and continued strong growth in sales of our Security Technology Group solutions.
The increase in Edge Technology Group revenue for 2020 as compared to 2019 was primarily due to strong traffic growth, driven by video and gaming, over-the-top, or OTT, as well as strong growth in our edge applications solutions stemming from behavior changes from the COVID-19 pandemic.
These increases were partially offset by a reduction in sales of website and application performance solutions.
The U.S. revenue growth rates for 2021 and 2020 were positively impacted by the increase in traffic on our network in 2021 and 2020, including from our U.S.-based large internet platform customers.
Internationally, during 2021 and 2020, we continued to see strong revenue growth from our operations in the Asia-Pacific region.
Bandwidth fees also increased during these periods due to growth in the amount of traffic served on our network.
During 2022, we anticipate cost of revenues to increase compared to 2021, in particular amortization of internal-use software, depreciation of network equipment and payroll and related costs, due to continued investments in our network, as well as our recent and expected acquisitions.
The increases in research and development expenses for 2020 as compared to 2019 were due to growth in payroll and related costs as a result of merit increases and headcount growth to support investments in new product development and network scaling.
These increases were partially offset by increases in capitalized salaries and related costs due to continued investment in internal-use software deployed on our network.
We expect research and development costs to increase in 2022 to support our innovation initiatives and incremental headcount due to hiring for our strategic investments and our employees acquired through our recent and anticipated acquisitions.
An excerpt. Shown here: 40 of 227 rewritten, 40 of 141 added and 40 of 96 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2022 filing and the FY2021 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
6 rewritten, 4 added, 1 removed, 26 unchanged
Our portfolio of cash equivalents and short- and long-term investments is maintained in a variety of securities, including U.S. government agency obligations, [removed: high-quality corporate debt securities,] commercial [removed: paper, mutual funds] [added: paper] and [removed: money market funds.][added: high-quality corporate bonds.]
If market interest rates were to increase by 100 basis points from December 31, [removed: 2021] [added: 2022] levels, the fair value of our available-for-sale portfolio would decline by approximately [removed: $17.7] [added: $7.0] million.
[removed: As these] [added: These] notes have a fixed annual interest rate, [removed: we have no] [added: so they do not give rise to] financial or economic interest exposure associated with changes in interest rates.
Foreign currency transaction gains and losses from these forward contracts were determined to be immaterial during the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019.][added: 2020.]
As of December 31, [added: 2022 and] 2021, there was one customer with an accounts receivable balance greater than 10% of our accounts receivable.
We believe that at December 31, [removed: 2021,] [added: 2022,] the concentration of credit risk related to accounts receivable was insignificant.
Our exposure to risk for changes in interest rates relates primarily to any borrowings under our 2022 Credit Agreement, which has a variable rate of interest.
There were no outstanding borrowings under the 2022 Credit Agreement as of December 31, 2022.
Due to the strengthening U.S. dollar, our revenue results have been negatively impacted.
The strengthening U.S. dollar has the opposite effect on expenses that are denominated in foreign currencies, but only partially offsets the impact to our revenue.
As of December 31, 2020, no customer had an accounts receivable balance of 10% or more of our accounts receivable.
Item 1. Business
53 rewritten, 24 added, 50 removed, 78 unchanged
[removed: Our approach has provided] [added: The Akamai Connected Cloud provides] us with [removed: unique] visibility and insight into traffic volumes, congestion, attack patterns, vulnerabilities and other activities across the internet's complex [removed: cloud] [added: intersections] of networks and systems.
Leveraging these [removed: insights and our position at] [added: insights,] the [removed: edge, we offer] [added: Akamai Connected Cloud offers] solutions designed to protect our customers from threats and attacks, while empowering them to securely deliver their business as they engage, entertain and interact with their customers; and extend their internal systems beyond their corporate perimeters to control access and better leverage the [removed: cloud.][added: cloud by efficiently building, deploying and securing performant workloads that require single-digit millisecond latency and global reach.]
[removed: The ongoing] [added: After multiple years of the] COVID-19 pandemic, which shifted how millions of people work and communicate globally, [removed: has reinforced our belief] [added: we firmly believe] that the internet’s role in transforming the way we exchange ideas and information and conduct business is more vital than ever.
Our strategy is to help continue to drive this transformation by [removed: using our technology] [added: offering compute, security] and [removed: intelligence to offer solutions] [added: content delivery services on Akamai Connected Cloud] that empower our customers to compete and operate with the scale, resilience and efficiency that their businesses demand.
Our cloud security solutions are designed to keep infrastructure, websites, applications, application programming [removed: interfaces, or APIs,] [added: interfaces ("APIs"),] and users safe from a multitude of cyberattacks and online threats while improving performance.
Our solutions blend robust automation with customizable protections and managed security services to enable businesses to effectively manage risk and maximize the protections of their infrastructure, networks, [removed: applications,] [added: applications] and APIs.
Akamai’s cloud security solutions include web application and API protection, bot management and mitigation to protect against credential abuse and account takeover, customer identity and access management, distributed denial of service [removed: (DDoS)] [added: ("DDoS")] mitigation, protection from in-browser threats to protect against supply chain compromise and audience hijacking.
Based on the concept of least privilege, which dictates that users, applications and services utilize the bare minimum amount of access needed to perform their function, these tools are intended to shift protections from a legacy approach based on establishing a corporate perimeter, to a more modern, [removed: risk-based approach.]
Solutions in this category include Zero Trust Network [removed: Access, or ZTNA,] [added: Access ("ZTNA"),] and multi-factor [removed: authentication, or MFA,] [added: authentication ("MFA"),] which replace legacy virtual private [removed: networks, or VPNs,] [added: networks ("VPNs"),] micro-segmentation which replaces legacy network firewalls and helps protect businesses from the threat of ransomware and Secure Web [removed: Gateway, or SWG,] [added: Gateway ("SWG"),] that helps protect against the threat of malware and phishing attacks.
*Content [removed: Delivery Solutions*][added: Delivery*]
Akamai web and mobile performance capabilities also include global traffic management, site acceleration, application load balancing, [removed: automated image and video optimization,] large-scale load testing and real-user monitoring.
Underlying these solutions is technology to address variable connection speeds and device types, facilitate access to disparate locations around the world, accelerate large file downloads, reliably deliver high-quality live content across various devices and platforms, [added: and] enable comprehensive insights and real-time online video [removed: monitoring, and offer globally-distributed cloud storage designed for resiliency, high-availability and real-time performance optimization.][added: monitoring.]
Akamai media delivery solutions include video streaming and video player services, game and software delivery, broadcast operations, authoritative domain name [removed: system, or DNS, resolution,] [added: system ("DNS"), resolution] and data and analytics.
[removed: *Edge Compute*][added: *Compute*]
[removed: Once customers are deployed on the Akamai Intelligent Edge Platform, they can rely on our] professional services and security experts for customized solutions, problem resolution and 24/7 customer support.
Our employees – our human capital – are our most valuable [removed: assets] [added: resources] as they are fundamental to our innovation, the operation and ongoing enhancement of the Akamai [removed: Intelligent Edge Platform,] [added: Connected Cloud,] the fostering and maintenance of relationships with our customers and the management of our operations.
The importance of our workforce to our success is underscored by the inclusion of corporate mission critical goals centered on our employees – in [removed: 2021] [added: 2022] we focused on further developing [removed: a] [added: an inclusive,] diverse, productive and flexible work environment [removed: supported] by [added: embracing] the [removed: tenets] [added: future] of [removed: inclusion, technology, collaboration,] [added: work, and on putting our culture and our purpose into action by applying] a growth mindset [added: to creatively] and [added: collaboratively solve] our [removed: One Akamai culture.][added: toughest challenges.]
As of December 31, [removed: 2021,] [added: 2022,] we had over [removed: 8,700] [added: 9,800] employees located in more than 30 countries (with approximately 60% of those employees located outside of the U.S.) and representing over [removed: 90] [added: 95] nationalities, which we believe helps bring a global perspective to our operations.
Our employees are grouped across the following roles, with the approximate percentage of the overall population noted: engineering and research and development [removed: (32%),] [added: (33%),] services and support (28%), sales and marketing [removed: (20%)] [added: (19%)] and administrative functions (20%).
[removed: It is our belief] [added: We continue to believe] that an engaged employee [removed: base] [added: workforce] is key to having the productive, ethical and [removed: inclusive] [added: high-performing] workplace needed to successfully compete in today’s marketplace.
We [removed: regularly] conduct [added: quarterly] surveys of our employees to assess [removed: engagement] [added: a variety of key metrics related to key topics, such as engagement, inclusion] and job satisfaction.
Results from these surveys have consistently shown a strong sense of engagement and confidence in [removed: Akamai's] [added: Akamai’s] future; as Akamai, in [removed: 2021,] [added: 2022,] outperformed the high performing benchmark comparative index used by our third-party survey provider, an internationally-recognized consulting firm specializing in corporate culture.
Continuing [removed: into 2021,] [added: in 2022,] all employees were invited to participate in a company-wide program, developed by a behavioral research organization, that was intended to help us increase inclusivity, become more open to change and accelerate our innovation.
In addition, we [removed: also] work closely with the Akamai Foundation to provide community service and charitable matching fund opportunities for Akamai employees, endeavors that have been shown to increase employee engagement.
We have [removed: eleven] [added: nine] employee resource [removed: groups, or ERGs,] [added: groups ("ERGs")] that offer opportunities for employees to come together for mutual support, education and development.
ERGs encompass different racial and ethnic groups, persons with different physical or cognitive abilities, parents, military veterans, [removed: those supporting] the [removed: LGBTQ] [added: LGBTQIA+] community and women.
We track the diversity of our workforce and report quarterly to the board of directors on our progress to improve our [removed: diverse] representation.
[removed: At December 31, 2021, global female representation was 27.3%, up from 26.2% at the end of 2020, and racial] [added: Racial] and ethnic minority representation in the U.S. was [removed: 41.4%, up] [added: 40.3%, down] from [removed: 40.6%] [added: 41.4%] at the end of [removed: 2020.][added: 2021; however, since the end of 2021 our Black representation and Hispanic representation have both increased.]
To foster a stronger sense of ownership and align the interests of employees with shareholders, restricted stock units are [removed: provided to eligible] [added: held by the vast majority of our] employees under our broad-based stock incentive programs, and most employees are eligible to participate in our employee stock purchase plan.
[removed: While attrition] [added: Attrition] was [removed: higher] [added: slightly down] in [removed: 2021 as] [added: 2022 when] compared to [removed: 2020,] [added: 2021, and,] we believe our attrition rate is [added: significantly] lower than the global average for technology companies.
We [removed: periodically] [added: currently] conduct [added: bi-annual] internal pay equity analyses (with the assistance of a nationally-recognized outside consultant), covering gender globally and race and gender in the U.S. We take action to remedy identified discrepancies as appropriate.
We conduct annual succession planning for senior leadership, which is overseen by our board of directors, including development plans for the next level of our senior [added: leaders.]
In addition to these required trainings, nearly all of our employees and contractors completed at least one training in our Akamai University program during [removed: 2021.][added: 2022.]
We believe [added: that] flexible workforce positions [added: and a focus on employee choice,] will make us a more attractive employer, increase productivity, enable us to recruit from a more diverse pool of applicants and present additional growth and development opportunities for our employees.
Our customers include many of the world's leading corporations, such as Adobe, Airbnb, Alibaba, Autodesk, Capital Group, Carnival Corporation, The Coca-Cola Company, Comcast, [removed: Concur,] Crate & Barrel, eBay, Electronic Arts, Epic Games, FedEx, Fidelity Investments, [removed: General Electric,] Honda, IKEA, Japan Airlines, Lufthansa, Maersk Transportation & Logistics, Marriott, NBCUniversal, Panasonic, Panera Bread, PayPal, Philips, [removed: Qualcomm,] Rabobank, Riot Games, Sony Interactive Entertainment, Spotify, Telefonica, Toshiba, Ubisoft, Viacom, WarnerMedia and The Washington Post.
As of December 31, [removed: 2021,] [added: 2022,] our public-sector customers included the U.S. Census Bureau, the U.S. Department of Defense, the U.S. Department of Labor, the U.S. Department of State, the U.S. Department of Transportation and the U.S. Department of the Treasury.
No customer accounted for 10% or more of total revenue for any of the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019.][added: 2020.]
Less than 10% of our total revenue in each of the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] was derived from contracts or subcontracts terminable at the election of the federal government, and we do not expect such contracts to account for more than 10% of our total revenue in [removed: 2022.][added: 2023.]
We market and sell our solutions globally through our direct sales and services organization and through many channel partners, including AT&T, Deutsche Telecom, [added: Kyndryl,] IBM, Microsoft, Orange Business Services and Telefonica Group.
- ease of [removed: implementation] [added: implementation, distribution of our network] and use of service;
For 25 years, Akamai has developed and provided solutions to power and protect life online through our massively distributed worldwide network of servers.
This platform, which we recently began referring to as the Akamai Connected Cloud is comprised of an edge and cloud architecture for cloud computing, security and content delivery.
Our platform spans more than 350,000 servers in over 4,100 locations, with roughly 1,300 network partners.
We are planning to significantly increase the number of core and distributed cloud computing sites on our platform in order to continue the expansion of our cloud computing services.
We provide solutions in three core categories: security, content delivery and compute.
We also provide solutions for carriers and certain services and support for our customers as they utilize our core solutions.
risk-based approach.
Our acquisition of Guardicore Ltd. ("Guardicore") in late 2021 was a significant milestone in positioning Akamai as a leader in technology that powers and protects life online.
Guardicore’s microsegmentation solution helps our customers prevent malicious lateral movement in their network through precise segmentation policies, visuals of activity within their IT environment and network security alerts.
Akamai cloud computing services (which we sometimes refer to as "Compute") include compute, storage, networking, database and container management services that are required to build, deploy and secure applications and workloads.
The cloud computing services running on the Akamai Connected Cloud enable companies to distribute workloads and applications across our core to edge infrastructure to help solve the cost, performance and scale that centralized cloud computing platforms present today.
In early 2022, Akamai acquired Linode Limited Liability Company ("Linode"), an established cloud computing platform.
This acquisition was a significant milestone in our expansion into cloud computing services.
While Linode was traditionally focused on individual developers, we are looking to leverage the Linode cloud computing services for enterprise customers by building new enterprise-grade core and distributed sites and connecting them to the Akamai backbone, which we believe will give Akamai an advantage over its bigger cloud rivals.
While many other cloud providers are building their cloud platforms based on a regional, data center-centric model, Akamai is designing its cloud based on the fundamental belief that modern applications will be comprised of workloads that will be distributed across a continuum of computing sites that meet the specific needs of that workload.
Once customers are deployed on the Akamai Connected Cloud, they can rely on our
In 2022, the Akamai Compassion Fund, created by employees for employees with support from the Akamai Foundation, was established as a way for Akamai employees to unite and support global colleagues and their families during times of unexpected hardships following a catastrophic event.
At December 31, 2022, global female representation was 27.2%, down slightly from 27.3% at the end of 2021.
All employees participate in our Akamai Elevation performance review program, which provides guidance around setting objectives, developing competencies and receiving feedback.
As a result of these investments and others, approximately 21% of open positions were filled with internal candidates in 2022.
In May 2022, we launched FlexBase, which is a flexible workspace arrangement that allows over 95% of employees to choose to work from their home office, a Company office or a combination of both.
This is a significant change to the way employees worked prior to the program, and prior to office shutdowns as part of the COVID-19 pandemic.
Throughout 2022, we rolled out a number of tools and resources to support this program, such as supporting employees with guidance on maximizing our internal tools to deliver great virtual meeting experiences.
While our Linode based solutions have historically competed with alternative cloud computing platforms focused on individual developers, we anticipate that going forward our cloud computing solutions will increasingly compete with the large so-called “hyper-scaler” cloud computing providers.
Akamai provides solutions to power and protect digital experiences.
For more than 20 years, Akamai has managed the Akamai Intelligent Edge Platform to create a worldwide network of servers located at the “edge” of the internet.
As we continue to pursue our strategy in the future and to expand the ways we can help our customers, we regularly evaluate our portfolio of solutions and potential strategic acquisitions.
We plan to continue to pursue potential strategic acquisitions that complement our existing business, represent a strong strategic fit and are consistent with our overall growth strategy.
We may also target future acquisitions to expand or add functionality and capabilities to our existing portfolio of solutions.
Our business is organized into two groups, both of which utilize the Akamai Intelligent Edge Platform and our global sales organization: the Security Technology Group and the Edge Technology Group.
The Security Technology Group includes solutions that are designed to keep infrastructure, websites, applications and users safe, while the Edge Technology Group includes solutions that enable business online, including media delivery, web performance and edge computing solutions.
Our edge compute capabilities are designed to enable developers to deploy and distribute code at the edge.
This approach brings data and decision-making closer to the users and systems that act upon them so teams can rapidly iterate on existing capabilities to meet changing customer needs and build low latency solutions that provide fast, responsive and personalized experiences.
With access to the Akamai Intelligent Edge Platform, enterprises and developers gain rapid deployment and global scale without managing any additional internal infrastructure.
Our Technology and Network
The Akamai Intelligent Edge Platform provides the technological underpinnings for all of our solutions.
It leverages more than 350,000 servers deployed in nearly 1,400 networks ranging from large, backbone network providers to medium and small internet service providers, or ISPs, to cable modem and satellite providers to universities and other networks.
By deploying servers within a wide variety of networks across more than 130 countries, we are better able to manage and control routing and delivery quality to geographically diverse users.
We also have thousands of peering relationships that provide us with direct paths to end-user networks, which reduce data loss, while also potentially giving us more options for delivery at reduced cost.
We use data generated in connection with each of our solutions to improve and augment the functionality of our overlay network and, in turn, to improve the effectiveness of our other solutions.
In this approach, insights and learnings are integrated across the broader platform in support of our entire solution portfolio to enable us to:
- identify, absorb and manage security threats;
- help our customers implement a zero trust security model;
- detect what devices individuals are using and optimize content delivery to them;
- efficiently route traffic away from internet trouble spots;
- understand different types of traffic visiting websites so that customers can respond to it; and
- provide our customer with business, technical and analytical insights into their online operations.
Our platform leverages specialized technologies, such as advanced routing, load balancing, data collection and monitoring.
Our intelligent routing software is designed to ensure that website visitors experience fast page loading, access to applications and content assembly wherever they are on the internet and regardless of global or local traffic conditions.
Dedicated professionals staff our network operations command center 24 hours a day, seven days a week to monitor and react to internet traffic patterns and trends.
We frequently deploy enhancements to our software globally to strengthen and improve the effectiveness of our network.
Our platform offers flexibility too.
Customers can control the extent of their use of Akamai's technology to scale on demand, using as much or as little capacity of the global platform as they require, to support widely varying traffic and rapid growth without the need for expensive and complex internal infrastructure.
Our leadership believes that one of the keys to fostering employee inclusion and engagement is through communication.
This approach was amplified because of the ongoing COVID-19 pandemic.
Since the onset of the COVID-19 pandemic, our Chief Executive Officer has conducted over 80 employee town halls and all hands meetings (most of which were virtual) in 2020 and 2021, and our Chief Human Resources Officer has provided regular updates on pandemic-related developments and available resources to assist employees.
We also offer the Akamai Technical Academy, a global technical training program for diverse individuals (gender, ethnicity, experiential, generational, veterans) who are interested in pursuing a technical career path, but may not be formally educated in science, mathematics or engineering.
The program consists of Akamai-specific training, after which participants are placed in a variety of contract roles across our organization with the potential to become full-time employees.
leaders.
All employees participate in our Akamai Elevation performance review program.
*COVID-19*
In response to the COVID-19 pandemic, we instituted protocols and policies focused on prioritizing the health and safety of our employees while maintaining business continuity and minimizing disruptions to customer support and service delivery.
In mid-March 2020, we shifted to a remote working posture and closed all offices to staff other than employees in key functions, such as monitoring and managing our network.
We have begun to selectively and safely reopen offices in a limited capacity for employees who would prefer to work from one of our offices.
An excerpt. Shown here: 40 of 53 rewritten, all 24 added and 40 of 50 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2022 filing and the FY2021 filing.
Cover and table of contents
28 rewritten, 3 added, 1 removed, 77 unchanged
For the fiscal year ended December 31, [removed: 2021][added: 2022]
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately [removed: $18,726.5] [added: $14,326.7] million based on the last reported sale price of the Common Stock on the Nasdaq Global Select Market on June 30, [removed: 2021.][added: 2022.]
The number of shares outstanding of the registrant’s Common Stock, par value $0.01 per share, as of February [removed: 22, 2022: 160,346,656] [added: 24, 2023: 156,275,794] shares.
Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission relative to the registrant’s [removed: 2022] [added: 2023] Annual Meeting of Stockholders are incorporated by reference into Items 10, 11, 12, 13 and 14 of Part III of this annual report on Form 10-K.
FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2021][added: 2022]
| Item 1. | | | [removed: [Business](#i3b067f3fb23d442cae02253229e3471d_13)] [added: [Business](#i06ba45651f224435913cc07c6f0b5609_13)] | | | [removed: [3](#i3b067f3fb23d442cae02253229e3471d_13)] [added: [3](#i06ba45651f224435913cc07c6f0b5609_13)] | | |
| Item 1A. | | | [Risk [removed: Factors](#i3b067f3fb23d442cae02253229e3471d_22)] [added: Factors](#i06ba45651f224435913cc07c6f0b5609_22)] | | | [removed: [9](#i3b067f3fb23d442cae02253229e3471d_22)] [added: [9](#i06ba45651f224435913cc07c6f0b5609_22)] | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#i3b067f3fb23d442cae02253229e3471d_25)] [added: Comments](#i06ba45651f224435913cc07c6f0b5609_25)] | | | [removed: [22](#i3b067f3fb23d442cae02253229e3471d_25)] [added: [23](#i06ba45651f224435913cc07c6f0b5609_25)] | | |
| Item 2. | | | [removed: [Properties](#i3b067f3fb23d442cae02253229e3471d_28)] [added: [Properties](#i06ba45651f224435913cc07c6f0b5609_28)] | | | [removed: [22](#i3b067f3fb23d442cae02253229e3471d_28)] [added: [24](#i06ba45651f224435913cc07c6f0b5609_28)] | | |
| Item 3. | | | [Legal [removed: Proceedings](#i3b067f3fb23d442cae02253229e3471d_31)] [added: Proceedings](#i06ba45651f224435913cc07c6f0b5609_31)] | | | [removed: [22](#i3b067f3fb23d442cae02253229e3471d_31)] [added: [24](#i06ba45651f224435913cc07c6f0b5609_31)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#i3b067f3fb23d442cae02253229e3471d_34)] [added: Disclosures](#i06ba45651f224435913cc07c6f0b5609_34)] | | | [removed: [22](#i3b067f3fb23d442cae02253229e3471d_34)] [added: [24](#i06ba45651f224435913cc07c6f0b5609_34)] | | |
| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i3b067f3fb23d442cae02253229e3471d_40)] [added: Securities](#i06ba45651f224435913cc07c6f0b5609_40)] | | | [removed: [23](#i3b067f3fb23d442cae02253229e3471d_40)] [added: [24](#i06ba45651f224435913cc07c6f0b5609_40)] | | |
| Item 6. | | | [removed: [\[](#i3b067f3fb23d442cae02253229e3471d_43)[Reserved\]](#i3b067f3fb23d442cae02253229e3471d_43)] [added: [\[Reserved\]](#i06ba45651f224435913cc07c6f0b5609_43)] | | | [removed: [23](#i3b067f3fb23d442cae02253229e3471d_43)] [added: [24](#i06ba45651f224435913cc07c6f0b5609_43)] | | |
| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i3b067f3fb23d442cae02253229e3471d_46)] [added: Operations](#i06ba45651f224435913cc07c6f0b5609_46)] | | | [removed: [23](#i3b067f3fb23d442cae02253229e3471d_46)] [added: [25](#i06ba45651f224435913cc07c6f0b5609_46)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i3b067f3fb23d442cae02253229e3471d_64)] [added: Risk](#i06ba45651f224435913cc07c6f0b5609_64)] | | | [removed: [45](#i3b067f3fb23d442cae02253229e3471d_64)] [added: [46](#i06ba45651f224435913cc07c6f0b5609_64)] | | |
| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i3b067f3fb23d442cae02253229e3471d_67)] [added: Data](#i06ba45651f224435913cc07c6f0b5609_67)] | | | [removed: [47](#i3b067f3fb23d442cae02253229e3471d_67)] [added: [48](#i06ba45651f224435913cc07c6f0b5609_67)] | | |
| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i3b067f3fb23d442cae02253229e3471d_166)] [added: Disclosure](#i06ba45651f224435913cc07c6f0b5609_160)] | | | [removed: [91](#i3b067f3fb23d442cae02253229e3471d_166)] [added: [93](#i06ba45651f224435913cc07c6f0b5609_160)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#i3b067f3fb23d442cae02253229e3471d_169)] [added: Procedures](#i06ba45651f224435913cc07c6f0b5609_163)] | | | [removed: [91](#i3b067f3fb23d442cae02253229e3471d_169)] [added: [93](#i06ba45651f224435913cc07c6f0b5609_163)] | | |
| Item 9B. | | | [Other [removed: Information](#i3b067f3fb23d442cae02253229e3471d_172)] [added: Information](#i06ba45651f224435913cc07c6f0b5609_166)] | | | [removed: [92](#i3b067f3fb23d442cae02253229e3471d_172)] [added: [94](#i06ba45651f224435913cc07c6f0b5609_166)] | | |
| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i3b067f3fb23d442cae02253229e3471d_1637)] [added: Inspections](#i06ba45651f224435913cc07c6f0b5609_169)] | | | [removed: [92](#i3b067f3fb23d442cae02253229e3471d_172)] [added: [94](#i06ba45651f224435913cc07c6f0b5609_166)] | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i3b067f3fb23d442cae02253229e3471d_178)] [added: Governance](#i06ba45651f224435913cc07c6f0b5609_175)] | | | [removed: [92](#i3b067f3fb23d442cae02253229e3471d_178)] [added: [95](#i06ba45651f224435913cc07c6f0b5609_175)] | | |
| Item 11. | | | [Executive [removed: Compensation](#i3b067f3fb23d442cae02253229e3471d_181)] [added: Compensation](#i06ba45651f224435913cc07c6f0b5609_178)] | | | [removed: [93](#i3b067f3fb23d442cae02253229e3471d_181)] [added: [95](#i06ba45651f224435913cc07c6f0b5609_178)] | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i3b067f3fb23d442cae02253229e3471d_184)] [added: Matters](#i06ba45651f224435913cc07c6f0b5609_181)] | | | [removed: [93](#i3b067f3fb23d442cae02253229e3471d_184)] [added: [95](#i06ba45651f224435913cc07c6f0b5609_181)] | | |
| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i3b067f3fb23d442cae02253229e3471d_187)] [added: Independence](#i06ba45651f224435913cc07c6f0b5609_184)] | | | [removed: [93](#i3b067f3fb23d442cae02253229e3471d_187)] [added: [95](#i06ba45651f224435913cc07c6f0b5609_184)] | | |
| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i3b067f3fb23d442cae02253229e3471d_190)] [added: Services](#i06ba45651f224435913cc07c6f0b5609_187)] | | | [removed: [93](#i3b067f3fb23d442cae02253229e3471d_190)] [added: [96](#i06ba45651f224435913cc07c6f0b5609_187)] | | |
| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i3b067f3fb23d442cae02253229e3471d_196)] [added: Schedules](#i06ba45651f224435913cc07c6f0b5609_193)] | | | [removed: [93](#i3b067f3fb23d442cae02253229e3471d_196)] [added: [96](#i06ba45651f224435913cc07c6f0b5609_193)] | | |
| Item 16. | | | [Form 10-K [removed: Summary](#i3b067f3fb23d442cae02253229e3471d_199)] [added: Summary](#i06ba45651f224435913cc07c6f0b5609_196)] | | | [removed: [96](#i3b067f3fb23d442cae02253229e3471d_199)] [added: [99](#i06ba45651f224435913cc07c6f0b5609_196)] | | |
Use of words such as “believes,” [removed: "could,"] [added: “could,”] “expects,” “anticipates,” “intends,” “plans,” [removed: "projects,"] [added: “seeks,” “projects,”] “estimates,” “should,” [added: “would,”] “forecasts,” “if,” “continues,” “goal,” “likely,” [removed: "may,"] [added: “may,” “will,”] variations of such words or similar expressions are intended to identify a forward-looking statement.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
| [SIGNATURES](#i06ba45651f224435913cc07c6f0b5609_199) | | | | | | [100](#i06ba45651f224435913cc07c6f0b5609_199) | | |
| [SIGNATURES](#i3b067f3fb23d442cae02253229e3471d_202) | | | | | | [97](#i3b067f3fb23d442cae02253229e3471d_202) | | |
Item 2. Properties
1 rewritten, 2 added, 1 removed, 2 unchanged
Our headquarters is located in Cambridge, Massachusetts where we lease approximately 659,000 square [removed: feet.][added: feet, of which approximately 258,000 square feet is currently subleased to third parties.]
We are continuing to evaluate our facility footprint in light of our FlexBase program, including our plans and ability to sublease or terminate excess space.
We believe our facilities are sufficient to meet our needs.
We believe our facilities are sufficient to meet our needs for the foreseeable future and, if needed, additional space will be available at a reasonable cost.
Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
4 rewritten, 4 added, 6 removed, 10 unchanged
As of February [removed: 22, 2022,] [added: 24, 2023,] there were [removed: 174] [added: 166] holders of record of our common stock.
The following is a summary of our repurchases of our common stock in the fourth quarter of [removed: 2021] [added: 2022] (in thousands, except share and per share data):
(4)Effective [removed: November 1, 2018, the Board] [added: January 2022, our board of directors] authorized a [removed: $1.1] [added: $1.8] billion [added: share] repurchase program through December [removed: 31, 2021.][added: 2024.]
During the year ended December 31, [removed: 2021,] [added: 2022,] we repurchased [removed: 4.7] [added: 6.4] million shares of our common stock for an aggregate of [removed: $522.3] [added: $608.0] million.
| October 1, 2022 – October 31, 2022 | | | | | | 749,861 | | | | | | $ | 83.10 | | | | | 749,861 | | | | | | $ | 1,307,415 | |
| November 1, 2022 – November 30, 2022 | | | | | | 639,122 | | | | | | 89.21 | | | | | | 639,122 | | | | | | 1,250,398 | | |
| December 1, 2022 – December 31, 2022 | | | | | | 665,811 | | | | | | 87.72 | | | | | | 665,811 | | | | | | 1,191,990 | | |
| Total | | | | | | 2,054,794 | | | | | | $ | 86.50 | | | | | 2,054,794 | | | | | | | | |
| October 1, 2021 – October 31, 2021 | | | | | | 362,034 | | | | | | $ | 105.22 | | | | | 362,034 | | | | | | $ | 282,542 | |
| November 1, 2021 – November 30, 2021 | | | | | | 704,875 | | | | | | 110.45 | | | | | | 704,875 | | | | | | 204,691 | | |
| December 1, 2021 – December 31, 2021 | | | | | | 1,373,341 | | | | | | 112.90 | | | | | | 1,373,341 | | | | | | 49,637 | | |
| Total | | | | | | 2,440,250 | | | | | | $ | 111.05 | | | | | 2,440,250 | | | | | | | | |
In October 2021, our board of directors authorized a new $1.8 billion share repurchase program, effective January 1, 2022 through December 31, 2024.
Beginning January 1, 2022, we have $1.8 billion available for future repurchases of shares.
Item 8. Financial Statements and Supplementary Data
515 rewritten, 271 added, 149 removed, 753 unchanged
We have audited the accompanying consolidated balance sheets of Akamai Technologies, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of income, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] including the related notes (collectively referred to as the “consolidated financial statements”).
We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company [removed: maintained,] [added: did not maintain,] in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the [removed: COSO.][added: COSO because a material weakness in internal control over financial reporting existed as of that date related to the Company not designing and maintaining effective controls over the adoption of new accounting standards related to income taxes.]
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in [removed: Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A.][added: management's report referred to above.]
Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based [removed: on the assessed risk.]
As described in Notes 2 and 8 to the consolidated financial statements, in [removed: October 2021,] [added: March 2022,] the Company acquired [removed: Guardicore Ltd. (“Guardicore”)] [added: Linode Limited Liability Company (“Linode”)] for [removed: $610.4] [added: $898.5] million in cash, which resulted in [added: customer-related intangible assets of $84.2 million and] completed technologies [added: intangible assets] of [removed: $79.0] [added: $70.9] million being recorded.
[removed: Management applied (i) the relief-from-royalty method to estimate the fair value of the completed technologies acquired and (ii) significant] [added: Significant] judgment [added: is used by management] in estimating the fair [removed: value] [added: values] of acquired intangible assets, which involved significant estimates and assumptions with respect to forecasted revenue growth [removed: rates] [added: rates, forecasted cost of sales, operating expenses, contributory asset charges] and the discount rate.
The principal considerations for our determination that performing procedures relating to the valuation of [added: customer-related intangible assets and] completed technologies [added: intangible assets] acquired in connection with the [removed: Guardicore] [added: Linode] acquisition is a critical audit matter are (i) the significant judgment by management when determining the fair value of the [added: customer-related intangible assets and] completed technologies intangible assets acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to forecasted revenue growth rates and the discount [removed: rate;] [added: rate for the completed technologies intangible assets] and [added: forecasted cost of sales, operating expenses, contributory asset charges and the discount rate for the customer-related intangible assets; and] (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the [added: customer-related intangible assets and] completed technologies intangible assets and controls over the development of significant assumptions related to forecasted [added: cost of sales, operating expenses, contributory asset charges and the discount rate for the customer-related intangible assets and forecasted] revenue growth rates and the discount [removed: rate.][added: rate for the completed technologies intangible assets.]
These procedures also included, among others, (i) reading the purchase agreement; (ii) testing management’s process for determining the fair value of the [added: customer-related intangible assets and] completed technologies intangible assets; (iii) evaluating the appropriateness of the [added: multi-period excess earnings method under the income approach for the customer-related intangibles assets and the] relief-from-royalty [removed: method;] [added: method for the completed technologies intangible assets;] (iv) testing the completeness and accuracy of the underlying [removed: data used in the method; and (v) evaluating the reasonableness of the significant assumptions used by management related to forecasted revenue growth rates and the discount rate.]
Evaluating management’s significant assumptions related to forecasted [added: cost of sales, operating expenses and contributory asset charges for the customer-related intangible assets and forecasted] revenue growth rates [added: for the completed technologies intangible assets] involved evaluating whether the significant assumptions used by management were reasonable considering (i) the current and past performance of [removed: Guardicore;] [added: Linode;] (ii) consistency with external market and industry data; and (iii) whether these significant assumptions were consistent with evidence obtained in other areas of the audit.
Professionals with specialized skill and knowledge were used to assist in [added: evaluating] the [removed: evaluation] [added: appropriateness] of the Company’s [added: multi-period excess earnings method under the income approach,] relief-from-royalty method and the [added: reasonableness of the] discount rate [removed: assumption.][added: assumptions.]
| *(in thousands, except share data)* | | | December 31, [removed: 2021] [added: 2022] | | | | | | December 31, [removed: 2020] [added: 2021] | | |
| Cash and cash equivalents | | | $ | [added: 542,337 | | | | | $ |] 536,725 | | | | | $ | 352,917 | |
| Marketable securities | | | [removed: 541,470] [added: 562,979] | | | | | | [removed: 745,156] [added: 541,470] | | |
| Accounts receivable, net of reserves of [removed: $1,397] [added: $5,917] and [removed: $1,822] [added: $1,397] at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively | | | [removed: 675,926] [added: 679,206] | | | | | | [removed: 660,052] [added: 675,926] | | |
| Prepaid expenses and other current assets | | | [removed: 166,313] [added: 185,040] | | | | | | [removed: 171,406] [added: 166,313] | | |
| Total current assets | | | [removed: 1,920,434] [added: 1,969,562] | | | | | | [removed: 1,929,531] [added: 1,920,434] | | |
| Marketable securities | | | [removed: 1,088,048] [added: 320,531] | | | | | | [removed: 1,398,802] [added: 1,088,048] | | |
| Property and equipment, net | | | [removed: 1,534,329] [added: 1,540,182] | | | | | | [removed: 1,478,272] [added: 1,534,329] | | |
| Operating lease right-of-use assets | | | [removed: 815,754] [added: 813,372] | | | | | | [removed: 793,945] [added: 815,754] | | |
| Acquired intangible assets, net | | | [removed: 313,225] [added: 441,716] | | | | | | [removed: 234,724] [added: 313,225] | | |
| [removed: Goodwill] [added: Beginning balance] | | | [added: $ |] 2,156,254 | | | | | [added: $] | 1,674,371 | | [removed: |]
| Deferred income tax assets | | | [removed: 168,342] [added: 337,677] | | | | | | [removed: 106,918] [added: 168,342] | | |
| Other assets | | | [removed: 142,287] [added: 116,522] | | | | | | [removed: 147,567] [added: 142,287] | | |
| Total assets | | | $ | [removed: 8,138,673] [added: 8,303,400] | | | | | $ | [removed: 7,764,130] [added: 8,138,673] | |
| Accounts payable | | | $ | [removed: 109,928] [added: 145,420] | | | | | $ | [removed: 118,546] [added: 109,928] | |
| Accrued expenses | | | [removed: 411,590] [added: 367,017] | | | | | | [removed: 380,468] [added: 411,590] | | |
| Deferred revenue | | | [removed: 86,517] [added: 105,109] | | | | | | [removed: 76,600] [added: 86,517] | | |
| Operating lease liabilities | | | [removed: 175,683] [added: 196,094] | | | | | | [removed: 154,801] [added: 175,683] | | |
| Other current liabilities | | | [removed: 6,623] [added: 5,228] | | | | | | [removed: 27,755] [added: 6,623] | | |
| Total current liabilities | | | [removed: 790,341] [added: 818,868] | | | | | | [removed: 758,170] [added: 790,341] | | |
| Deferred revenue | | | [removed: 25,342] [added: 22,117] | | | | | | [removed: 5,262] [added: 25,342] | | |
| Deferred income tax liabilities | | | [removed: 40,974] [added: 18,400] | | | | | | [removed: 37,458] [added: 40,974] | | |
| Convertible senior notes | | | [removed: 1,976,167] [added: 2,285,258] | | | | | | [removed: 1,906,707] [added: 1,976,167] | | |
| Operating lease liabilities | | | [removed: 707,087] [added: 693,265] | | | | | | [removed: 715,404] [added: 707,087] | | |
| Other liabilities | | | [removed: 68,748] [added: 105,305] | | | | | | [removed: 89,833] [added: 68,748] | | |
| Total liabilities | | | [removed: 3,608,659] [added: 3,943,213] | | | | | | [removed: 3,512,834] [added: 3,608,659] | | |
| Common stock, $0.01 par value; 700,000,000 shares authorized; [removed: 160,512,111] [added: 156,494,816] and [removed: 162,709,720] [added: 160,512,111] shares issued and outstanding at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively | | | [removed: 1,605] [added: 1,565] | | | | | | [removed: 1,627] [added: 1,605] | | |
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
The material weakness referred to above is described in Management's Annual Report on Internal Control over Financial Reporting appearing under Item 9A.
We considered this material weakness in determining the nature, timing, and extent of audit tests applied in our audit of the December 31, 2022 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.
*Change in Accounting Principle*
As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for convertible instruments in 2022.
on the assessed risk.
*Valuation of Customer-Related Intangible Assets and Completed Technologies Intangible Assets - Acquisition of Linode Limited Liability Company*
Management applied the multi-period excess earnings method under the income approach to estimate the fair value of the customer-related intangible assets acquired and the relief-from-royalty method to estimate the fair value of the completed technologies intangible assets acquired.
data used in the methods; and (v) evaluating the reasonableness of the significant assumptions used by management related to forecasted cost of sales, operating expenses, contributory asset charges and the discount rate for the customer-related intangible assets and forecasted revenue growth rates and the discount rate for the completed technologies intangible assets.
February 28, 2023
| Goodwill | | | 2,763,838 | | | | | | 2,156,254 | | |
| Net income | | | $ | 523,672 | | | | | $ | 651,642 | | | | | $ | 557,054 | |
| Net income | | | $ | 523,672 | | | | | $ | 651,642 | | | | | $ | 557,054 | |
| Loss on investments | | | 15,895 | | | | | | 10,328 | | | | | | 5,878 | | |
| Balance at December 31, 2020 | | | 162,709,720 | | | | | | $ | 1,627 | | | | | $ | 3,664,820 | | | | | $ | — | | | | | $ | (20,201) | | | | | $ | 605,050 | | | | | $ | 4,251,296 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cumulative-effect adjustment from adoption of new accounting pronouncement | | | | | | | | | | | | | | | (375,414) | | | | | | | | | | | | | | | | | | 139,987 | | | | | | (235,427) | | |
| Repurchases of common stock | | | (6,402,650) | | | | | | | | | | | | | | | | | | (608,010) | | | | | | | | | | | | | | | | | | (608,010) | | |
| Treasury stock retirement | | | | | | | | | (64) | | | | | | (607,946) | | | | | | 608,010 | | | | | | | | | | | | | | | | | | — | | |
| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 523,672 | | | | | | 523,672 | | |
| Balance at December 31, 2022 | | | 156,494,816 | | | | | | $ | 1,565 | | | | | $ | 2,578,603 | | | | | $ | — | | | | | $ | (140,332) | | | | | $ | 1,920,351 | | | | | $ | 4,360,187 | |
Fair
During the first quarter of 2022, MUFG, the majority owner of GO-NET, announced its intention to suspend the operations of GO-NET and to eventually liquidate it.
As a result of MUFG's intention to suspend operations, the Company impaired its remaining investment of $7.5 million.
2021, which reflects its share of the losses incurred by GO-NET during that year.
The Company no longer provided services after June 30, 2022 due to the intention to suspend operations and to eventually liquidate it.
As of December 31, 2022, 2021 and 2020, the Company concluded that it has one reporting unit and that its chief operating decision maker is its chief executive officer and the executive management team.
The Company has assigned the entire balance of goodwill to one reporting unit.
The fair value of the Company's reporting unit was determined by the Company's enterprise value as of the years ended December 31, 2022, 2021 and 2020.
The equity portion is now eliminated.
This had the effect of increasing basic and diluted earnings per share for the year ended 2022 by $0.32.
| Time deposits | | | $ | 19,530 | | | | | $ | — | | | | | $ | — | | | | | $ | 19,530 | | | | | $ | 19,530 | | | | | $ | — | |
| Corporate bonds | | | 624,082 | | | | | | — | | | | | | (21,029) | | | | | | 603,053 | | | | | | 362,458 | | | | | | 240,595 | | |
| U.S. government agency obligations | | | 252,573 | | | | | | — | | | | | | (10,391) | | | | | | 242,182 | | | | | | 180,320 | | | | | | 61,862 | | |
| | | | $ | 896,185 | | | | | $ | — | | | | | $ | (31,420) | | | | | $ | 864,765 | | | | | $ | 562,308 | | | | | $ | 302,457 | |
| As of December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | |
| Time deposits | | | 285,830 | | | | | | — | | | | | | 285,830 | | | | | | | | |
| Corporate bonds | | | 603,053 | | | | | | — | | | | | | 603,053 | | | | | | | | |
*Valuation of Completed Technologies – Acquisition of Guardicore Ltd.*
February 28, 2022
| | | | | | | | | | | | |
| Cash paid for equity method investment | | | — | | | | | | — | | | | | | (36,008) | | |
| Proceeds from the issuance of convertible senior notes | | | — | | | | | | — | | | | | | 1,135,629 | | |
| Proceeds from the issuance of warrants | | | — | | | | | | — | | | | | | 185,150 | | |
| Purchase of note hedge related to convertible senior notes | | | — | | | | | | — | | | | | | (312,225) | | |
| Repayment of convertible senior notes | | | — | | | | | | — | | | | | | (690,000) | | |
| Balance at January 1, 2019 | | | 162,904,550 | | | | | | $ | 1,629 | | | | | $ | 3,670,033 | | | | | $ | — | | | | | $ | (48,912) | | | | | $ | (430,890) | | | | | $ | 3,191,860 | |
| Cumulative-effect adjustment to accumulated deficit related to adoption of new accounting pronouncement | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 851 | | | | | | 851 | | |
| Equity component of convertible senior notes, net of deferred tax of $23,170 and issuance costs of $2,880 | | | | | | | | | | | | | | | 240,820 | | | | | | | | | | | | | | | | | | | | | | | | 240,820 | | |
| Issuance of warrants related to convertible senior notes | | | | | | | | | | | | | | | 185,150 | | | | | | | | | | | | | | | | | | | | | | | | 185,150 | | |
| Purchase of note hedge related to convertible senior notes | | | | | | | | | | | | | | | (312,225) | | | | | | | | | | | | | | | | | | | | | | | | (312,225) | | |
| Repurchases of common stock | | | (4,035,195) | | | | | | | | | | | | | | | | | | (334,519) | | | | | | | | | | | | | | | | | | (334,519) | | |
| Treasury stock retirement | | | | | | | | | (40) | | | | | | (334,479) | | | | | | 334,519 | | | | | | | | | | | | | | | | | | — | | |
| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 478,035 | | | | | | 478,035 | | |
and short- and long-term marketable securities that have been classified as Level 1, 2 or 3 within the fair value hierarchy.
As of December 31, 2021, the Company's $7.5 million investment is included in other assets on the consolidated balance sheet.
The Company recorded a loss of $14.0 million and $1.1 million during the years ended December 31, 2021 and 2019, respectively, which reflects its share of the losses incurred by GO-NET during those years.
The tests did not result in an impairment to goodwill during the years ended December 31, 2021, 2020 and 2019.
Acquired intangible assets consist of completed technologies, customer relationships, trademarks and trade names, non-compete agreements and acquired license rights.
Acquired intangible assets, other than goodwill, are amortized over their estimated useful lives based upon the estimated economic value derived from the related intangible asset.
Significant judgment is used in determining fair values of acquired intangibles assets and their estimated useful lives.
In October 2021, the Financial Accounting Standards Board ("FASB") issued guidance which requires contract assets and contract liabilities from contracts with customers that are acquired in a business combination to be recognized and measured as if the acquirer had originated the original contract.
Previously, contract assets and contract liabilities were measured at fair value.
The Company adopted this guidance in the fourth quarter of 2021, which required retrospective adoption to all business combinations completed on or after January 1, 2021, and prospectively to all business combinations occurring after adoption.
The adoption did not have a material impact to business combinations completed prior to adoption, and did not have a material impact to the Company's financial statements.
*Recent Accounting Pronouncements*
| As of December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial paper | | | $ | 46,931 | | | | | $ | 13 | | | | | $ | (8) | | | | | $ | 46,936 | | | | | $ | 46,936 | | | | | $ | — | |
| Corporate bonds | | | 1,628,462 | | | | | | 9,482 | | | | | | (262) | | | | | | 1,637,682 | | | | | | 607,403 | | | | | | 1,030,279 | | |
| Municipal securities | | | 3,495 | | | | | | — | | | | | | (6) | | | | | | 3,489 | | | | | | — | | | | | | 3,489 | | |
| U.S. government agency obligations | | | 435,653 | | | | | | 329 | | | | | | (63) | | | | | | 435,919 | | | | | | 89,951 | | | | | | 345,968 | | |
| | | | $ | 2,114,541 | | | | | $ | 9,824 | | | | | $ | (339) | | | | | $ | 2,124,026 | | | | | $ | 744,290 | | | | | $ | 1,379,736 | |
| As of December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial paper | | | 75,785 | | | | | | — | | | | | | 75,785 | | | | | | | | |
| Corporate bonds | | | 1,637,682 | | | | | | — | | | | | | 1,637,682 | | | | | | | | |
| Municipal securities | | | 3,489 | | | | | | — | | | | | | 3,489 | | | | | | | | |
| | | | $ | 2,247,224 | | | | | $ | 94,349 | | | | | $ | 2,152,875 | | | | | | | |
| | | | $ | 1,606,389 | | | | | $ | 2,124,026 | |
An excerpt. Shown here: 40 of 515 rewritten, 40 of 271 added and 40 of 149 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2022 filing and the FY2021 filing.
Item 9A. Controls and Procedures
9 rewritten, 12 added, 4 removed, 8 unchanged
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of December 31, [removed: 2021.][added: 2022.]
The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as [removed: amended, or the Exchange Act,] [added: amended (the "Exchange Act")] means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
Based on the evaluation of our disclosure controls and procedures as of December 31, [removed: 2021,] [added: 2022,] our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were [added: not] effective [removed: at the] [added: to provide] reasonable assurance [removed: level.][added: due to a material weakness in internal control over financial reporting described below.]
Internal control over financial reporting is defined in Rules 13a-15(f) [removed: or] [added: and] 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and [removed: the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:]
Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]
In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in *Internal Control — Integrated [removed: Framework 2013*.][added: Framework* (2013).]
Based on [removed: our] [added: this] assessment, [removed: management, with the participation of] our [removed: Chief Executive Officer and Chief Financial Officer,] [added: management] concluded [removed: that,] [added: that] as of December 31, [removed: 2021,] [added: 2022,] our internal control over financial reporting was [added: not] effective [removed: based on those criteria at the reasonable assurance level.][added: as of December 31, 2022, due to a material weakness in internal control over financial reporting described below.]
The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report, which is included in Item 8 of this annual report on Form 10-K.
No change in our internal control over financial reporting occurred during the fourth quarter ended December 31, [removed: 2021] [added: 2022] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
A material weakness in internal control over financial reporting related to income taxes was identified in the Company’s internal control over financial reporting as of December 31, 2022.
Specifically, the Company did not design and maintain effective controls over the adoption and application of new accounting standards related to income taxes.
This material weakness resulted in immaterial errors to net deferred tax assets and provision for income taxes for the interim periods ended March 31, 2022, June 30, 2022 and September 30, 2022.
These immaterial errors also resulted in a revision to previously issued quarterly financial statements for each of these periods.
Additionally, this material weakness could result in misstatements of the aforementioned account balances or disclosures that would result in a material misstatement to the Company's annual or interim consolidated financial statements that would not be prevented or detected.
*Remediation Plan*
The Company’s management, under the oversight of the Audit Committee, is in the process of designing and implementing changes in processes and controls to remediate the material weakness.
We expect our remediation plan to include the enhancement of the design and precision of our process for evaluating the adoption and application of new accounting standards in the area of income taxes, including the involvement of external tax advisors, as applicable.
The material weakness will not be considered remediated until management completes its remediation plan and the enhanced controls operate for a sufficient period of time and management has concluded, through testing, that the related controls are effective.
The Company will monitor the effectiveness of its remediation plan and will refine its remediation plan as appropriate.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
To assist management, we have established an internal audit function to verify and monitor our internal controls and procedures.
Because of its inherent limitations, however, internal control over financial reporting may not prevent or detect misstatements.
Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Item 10. Directors, Executive Officers and Corporate Governance
4 rewritten, 0 added, 2 removed, 22 unchanged
The complete response to this Item regarding the backgrounds of our executive officers and directors and other information required by Items 401, 405 and 407 of Regulation S-K will be contained in our definitive proxy statement for our [removed: 2022] [added: 2023] Annual Meeting of Stockholders under the sections captioned “Executive Compensation Matters,” “Delinquent Section 16(a) Reports” and “Corporate Governance Highlights” and is incorporated by reference herein.
Our executive officers and directors and their positions as of February 28, [removed: 2022,] [added: 2023,] are as follows:
| F. Thomson Leighton | | | | | | Chief Executive [removed: Officer] [added: Officer, President] and Director (Principal Executive Officer) | | |
| Adam Karon | | | | | | Chief Operating Officer and General Manager of the [removed: Edge] [added: Cloud] Technology Group | | |
| Laura Howell | | | | | | Chief Accounting Officer (Principal Accounting Officer) | | |
| Jill Greenthal | | | | | | Director | | |
Item 11. Executive Compensation
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this Item is incorporated by reference herein to our definitive proxy statement for our [removed: 2022] [added: 2023] Annual Meeting of Stockholders under the sections captioned “Executive Compensation Matters,” “Corporate Governance Highlights,” “Compensation Committee Interlocks and Insider Participation” and “Director Compensation.”
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this Item is incorporated by reference herein to our definitive proxy statement for our [removed: 2022] [added: 2023] Annual Meeting of Stockholders under the sections captioned “Executive Compensation Matters,” “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans.”
Item 13. Certain Relationships and Related Transactions, and Director Independence
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this Item is incorporated by reference herein to our definitive proxy statement for our [removed: 2022] [added: 2023] Annual Meeting of Stockholders under the sections captioned “Certain Relationships and Related Party Transactions; Code of Ethics; Interest in Annual Meeting Matters,” “Corporate Governance Highlights” and “Compensation Committee Interlocks and Insider Participation.”
Item 14. Principal Accounting Fees and Services
1 rewritten, 0 added, 0 removed, 1 unchanged
The information required by this Item is incorporated by reference herein to our definitive proxy statement for our [removed: 2022] [added: 2023] Annual Meeting of Stockholders under the section captioned “Ratification of Selection of Independent Auditors.”
Item 15. Exhibits, Financial Statement Schedules
45 rewritten, 1 added, 1 removed, 139 unchanged
- Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]
- Consolidated Statements of Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]
- Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]
- Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]
- Consolidated Statements of Stockholders' Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]
| 3.2(B) | | | [Amended and Restated Bylaws of Akamai Technologies, [removed: Inc., as amended](http://www.sec.gov/Archives/edgar/data/1086222/000108622220000045/exhibit3210k2019.htm)] [added: Inc.,](https://www.sec.gov/Archives/edgar/data/1086222/000108622222000278/ex31akamai-bylaws.htm) [effe](https://www.sec.gov/Archives/edgar/data/1086222/000108622222000278/ex31akamai-bylaws.htm)[ctive December 13, 2022](https://www.sec.gov/Archives/edgar/data/1086222/000108622222000278/ex31akamai-bylaws.htm)] | | |
| 10.4(J)@ | | | [removed: [Amended and Restated Akamai] [added: [Akamai] Technologies, Inc. [added: Second Amended and Restated] 2013 Stock Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/0001086222/000108622221000194/stockinventiveplan2013amen.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1086222/000108622222000167/secondamendedandrestated20.htm)] | | |
| 10.5(K) | | | [Prolexic [removed: Technologie](https://www.sec.gov/Archives/edgar/data/1086222/000126643214000053/exhibit991prolexicplan.htm)[s, Inc.](https://www.sec.gov/Archives/edgar/data/1086222/000126643214000053/exhibit991prolexicplan.htm) [2011] [added: Technologies, Inc. 2011] Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1086222/000126643214000053/exhibit991prolexicplan.htm) | | |
| [removed: 10.7(M)@] [added: 10.8(N)@] | | | [Form of Restricted Stock Unit Agreement for use under the 2013 Stock Incentive Plan, as amended (time vesting)](http://www.sec.gov/Archives/edgar/data/1086222/000154256713000027/akam10q63013ex102.htm) | | |
| [removed: 10.8(N)@] [added: 10.11(O)] | | | [Form of [removed: Restricted] [added: Deferred] Stock Unit Agreement for use under the 2013 Stock Incentive [removed: Plan (performance vesting)](http://www.sec.gov/Archives/edgar/data/1086222/000154256713000027/akam10q63013ex103.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/1086222/000154256713000027/akam10q63013ex105.htm)] | | |
| [removed: 10.9(N)@] [added: 10.10(O)@] | | | [Form of Stock Option Agreement for use under the 2013 Stock Incentive Plan](http://www.sec.gov/Archives/edgar/data/1086222/000154256713000027/akam10q63013ex104.htm) | | |
| [removed: 10.10(N)] [added: 10.14(N)@] | | | [Form of [removed: Deferred] [added: Restricted] Stock Unit Agreement for use under the 2013 Stock Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/1086222/000154256713000027/akam10q63013ex105.htm)] [added: Plan (2019)](http://www.sec.gov/Archives/edgar/data/1086222/000108622219000136/akam10q3312019ex1039.htm)] | | |
| [removed: 10.11(O)@] [added: 10.12@] | | | [Form of Performance-Based Vesting Restricted Stock Unit Agreement with Retirement [removed: Provision](http://www.sec.gov/Archives/edgar/data/1086222/000108622215000025/exhibit991.htm)] [added: Provision](https://www.sec.gov/Archives/edgar/data/1086222/000108622223000078/exhibit1012_10k2022.htm)] | | |
| [removed: 10.12@] [added: 10.13@] | | | [Non-Employee Director Compensation [removed: Plan](https://www.sec.gov/Archives/edgar/data/1086222/000108622222000058/exhibit1012_10k2021.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1086222/000108622223000078/exhibit1013_10k2022.htm)] | | |
| [removed: 10.13(M)@] [added: 10.9@] | | | [Form of Restricted Stock Unit Agreement for use under the 2013 Stock Incentive Plan [removed: (2019)](http://www.sec.gov/Archives/edgar/data/1086222/000108622219000136/akam10q3312019ex1039.htm)] [added: (performance vesting)](https://www.sec.gov/Archives/edgar/data/1086222/000108622223000078/exhibit109_10k2022.htm)] | | |
| [removed: 10.14(P)@] [added: 10.15(P)@] | | | [Form Executive Bonus [removed: Plan](http://www.sec.gov/Archives/edgar/data/1086222/000108622221000068/formofexecutivebonusplan20.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1086222/000108622223000072/formofexecutivebonusplan20.htm)] | | |
| [removed: 10.15(Q)@] [added: 10.16(Q)@] | | | [Akamai Technologies, Inc. Executive Severance Pay Plan, as amended](http://www.sec.gov/Archives/edgar/data/1086222/000108622219000226/exhibit101executivesev.htm) | | |
| [removed: 10.16(R)@] [added: 10.17(R)@] | | | [Form of Change in Control and Severance Agreement](https://www.sec.gov/Archives/edgar/data/1086222/000108622222000054/exhibit991february18th.htm) | | |
| [removed: 10.17(S)@] [added: 10.18(S)@] | | | [Akamai Technologies, Inc. Policy on Departing Director Compensation](http://www.sec.gov/Archives/edgar/data/1086222/000108622217000080/exhibit1027departingdirect.htm) | | |
| [removed: 10.18(T)@] [added: 10.19(T)@] | | | [Akamai Technologies, Inc. U.S. Non-Qualified Deferred Compensation Plan](http://www.sec.gov/Archives/edgar/data/1086222/000108622215000101/akam10q3312015ex1048.htm) | | |
| [removed: 10.19(U)@] [added: 10.20(U)@] | | | [Employment Letter Agreement between the Registrant and F. Thomson Leighton dated February 25, 2013](http://www.sec.gov/Archives/edgar/data/1086222/000126643213000021/exhibit1028.htm) | | |
| [removed: 10.20(R)@] [added: 10.21(R)@] | | | [Amendment to Employment Letter Agreement between the Registrant and F. Thomson Leighton dated November 12, 2015](http://www.sec.gov/Archives/edgar/data/1086222/000108622215000184/exhibit993leightonagreemen.htm) | | |
| [removed: 10.21(V)] [added: 10.22(V)] | | | [Indenture of Lease for 145 Broadway, Cambridge, Massachusetts dated November 7, 2016](http://www.sec.gov/Archives/edgar/data/1086222/000108622216000396/exhibit104711kcakamailease.htm) | | |
| [removed: 10.22(V)] [added: 10.23(V)] | | | [Must-Take Premises and Right of First Offer Agreement among the Registrant, Boston Properties Limited Partnership and the Trustees of Ten Cambridge Center Trust dated November 7, 2016](http://www.sec.gov/Archives/edgar/data/1086222/000108622216000396/exhibit1048musttakeagreeme.htm) | | |
| [removed: 10.23(W)] [added: 10.24(W)] | | | [150 Broadway Real Property Lease Dated December 20, 2017](http://www.sec.gov/Archives/edgar/data/1086222/000108622218000052/exhibit1019-150broadwaylea.htm) | | |
| [removed: 10.24(X)†] [added: 10.25(X)†] | | | [Exclusive Patent and Non-Exclusive Copyright License Agreement, dated as of October 26, 1998, between the Registrant and Massachusetts Institute of Technology](http://www.sec.gov/Archives/edgar/data/1086222/000095013599004906/0000950135-99-004906.txt) | | |
| [removed: 10.25(Y)] [added: 10.26(Y)] | | | [Credit Agreement by and among Akamai Technologies, Inc., the financial institutions identified therein as [removed: lenders,] [added: lenders and] JPMorgan Chase Bank, N.A., as [removed: Administrative Agent, and the other agents and arrangers party thereto,] [added: administrative agent,] dated [removed: May 10, 2018.](http://www.sec.gov/Archives/edgar/data/1086222/000108622218000104/creditagreement.htm)] [added: November 22, 2022](https://www.sec.gov/Archives/edgar/data/1086222/000119312522292004/d271055dex101.htm)] | | |
| [removed: 10.26(D)] [added: 10.27(D)] | | | [Form of Call Option Confirmation between Akamai and each Option Counterparty](http://www.sec.gov/Archives/edgar/data/1086222/000119312514060700/d678043dex101.htm) | | |
| [removed: 10.27(D)] [added: 10.28(D)] | | | [Form of Warrant Confirmation between Akamai and each Option Counterparty](http://www.sec.gov/Archives/edgar/data/1086222/000119312514060700/d678043dex102.htm) | | |
| [removed: 10.28(E)] [added: 10.29(E)] | | | [Form of Call Option Confirmation between the Registrant and each Option Counterparty](http://www.sec.gov/Archives/edgar/data/1086222/000119312519223514/d794476dex101.htm) | | |
| [removed: 10.29(E)] [added: 10.30(E)] | | | [Form of Warrant Confirmation between the Registrant and each Option Counterparty](http://www.sec.gov/Archives/edgar/data/1086222/000119312519223514/d794476dex102.htm) | | |
| 21.1 | | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1086222/000108622222000058/exhibit211_10k2021.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1086222/000108622223000078/exhibit211_10k2022.htm)] | | |
| 23.1 | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1086222/000108622222000058/exhibit231_10k2021.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1086222/000108622223000078/exhibit231_10k2022.htm)] | | |
| 31.1 | | | [Certification of Chief Executive Officer pursuant to Rule 13a- 14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as [removed: amended](https://www.sec.gov/Archives/edgar/data/1086222/000108622222000058/exhibit311_10k2021.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/1086222/000108622223000078/exhibit311_10k2022.htm)] | | |
| 31.2 | | | [Certification of Chief Financial Officer pursuant to Rule 13a- 14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as [removed: amended](https://www.sec.gov/Archives/edgar/data/1086222/000108622222000058/exhibit312_10k2021.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/1086222/000108622223000078/exhibit312_10k2022.htm)] | | |
| 32.1 | | | [Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1086222/000108622222000058/exhibit321_10k2021.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1086222/000108622223000078/exhibit321_10k2022.htm)] | | |
| 32.2 | | | [Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1086222/000108622222000058/exhibit322_10k2021.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1086222/000108622223000078/exhibit322_10k2022.htm)] | | |
| (B) | | | | | | Incorporated by reference to the Registrant’s Annual Report on Form [removed: 10-K] [added: 8-K] (File No. 000-27275, [removed: 20670264)] [added: 221467934)] filed with the Commission on [removed: February 28, 2020.] [added: December 16, 2022.] | | |
| (J) | | | | | | Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-27275, [removed: 19835721)] [added: 22922830)] filed with the Commission on [removed: June 7, 2021.] [added: May 13, 2022.] | | |
| [removed: (L)] [added: (M)] | | | | | | Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on March [removed: 14, 2012.] [added: 21, 2022.] | | |
| 10.7(M) | | | [Linode Limited Liability Company 2022 RSU Plan](https://www.sec.gov/Archives/edgar/data/1086222/000108622222000144/exhibit991march212022.htm) | | |
| | | | | | |
An excerpt. Shown here: 40 of 45 rewritten, all 1 added and all 1 removed. The counts are complete. For every sentence, read Item 15. Exhibits, Financial Statement Schedules in the FY2022 filing and the FY2021 filing.
Item 16. Form 10-K Summary
13 rewritten, 0 added, 3 removed, 36 unchanged
| February 28, [removed: 2022] [added: 2023] | | | AKAMAI TECHNOLOGIES, INC. | | | | | |
| /s/ F. THOMSON LEIGHTON | | | | | | Chief Executive [removed: Officer] [added: Officer, President] and Director (Principal Executive Officer) | | | | | | February 28, [removed: 2022] [added: 2023] | | |
| /s/ EDWARD MCGOWAN | | | | | | Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | | | | | | February 28, [removed: 2022] [added: 2023] | | |
| /s/ LAURA HOWELL | | | | | | Chief Accounting Officer (Principal Accounting Officer) | | | | | | February 28, [removed: 2022] [added: 2023] | | |
| /s/ SHARON Y. BOWEN | | | | | | Director | | | | | | February 28, [removed: 2022] [added: 2023] | | |
| /s/ MARIANNE C. BROWN | | | | | | Director | | | | | | February 28, [removed: 2022] [added: 2023] | | |
| /s/ MONTE E. FORD | | | | | | Director | | | | | | February 28, [removed: 2022] [added: 2023] | | |
| /s/ DANIEL R. HESSE | | | | | | Director | | | | | | February 28, [removed: 2022] [added: 2023] | | |
| /s/ PETER T. KILLALEA | | | | | | Director | | | | | | February 28, [removed: 2022] [added: 2023] | | |
| /s/ JONATHAN F. MILLER | | | | | | Director | | | | | | February 28, [removed: 2022] [added: 2023] | | |
| /s/ MADHU RANGANATHAN | | | | | | Director | | | | | | February 28, [removed: 2022] [added: 2023] | | |
| /s/ BERNARDUS VERWAAYEN | | | | | | Director | | | | | | February 28, [removed: 2022] [added: 2023] | | |
| /s/ WILLIAM R. WAGNER | | | | | | Director | | | | | | February 28, [removed: 2022] [added: 2023] | | |
| | | | | | | | | | | | | | | |
| /s/ JILL A. GREENTHAL | | | | | | Director | | | | | | February 28, 2022 | | |
| Jill A. Greenthal | | | | | | | | | | | | | | |